Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On May 13, 2021, Regnum Corp., a Delaware corporation ("Regnum"), entered into
an Agreement and Plan of Merger (the "Merger Agreement") with SevenScore
Pharmaceuticals, LLC, a Delaware limited liability company ("SevenScore").
The Merger Agreement provides that, among other things and subject to the terms
and conditions of the Merger Agreement, (a) SevenScore will be merged with and
into Regnum (the "Merger"), with Regnum being the surviving corporation in the
Merger, and, (b) at the effective time of the Merger (the "Effective Time"),
membership interests in SevenScore will be converted into the right to receive
an aggregate of 25,878,168 shares of common stock of Regnum (the "Merger
Consideration"). Each SevenScore membership interest shall by virtue of the
Merger and without any action on the part of the holder thereof, be
automatically converted into and exchangeable for a fraction of a fully paid and
nonassessable share of Regnum Common Stock equal to one multiplied by a fraction
obtained by dividing (A) 25,878,168 by (B) 26,128,168 (the "Exchange").
There are currently 22,950,000 shares of common stock pf Regnum issued and
outstanding, of which 22,700,000 shares are owned by Phoenixus AG, a company
organized under the laws of Switzerland ("PAG"). Upon effectiveness of the
Merger, (i) each share of Regnum Common Stock issued and outstanding and owned
by PAG as of immediately prior thereto shall be cancelled and extinguished
without any conversion thereof, and (ii) 22,730,409 shares of Regnum Common
Stock will be owned by PAG as a result of conversion of SevenScore membership
interests; (ii) 3,147,759 shares of RGMP Common Stock being owned by several
other SevenScore members; and (iii) 250,000 shares of Regnum Common Stock being
owned by the Regnum shareholders, other than PAG, prior to effectiveness of the
Merger. As a result of the current ownership of control shares of Regnum by
PAG, as well as the membership interest in SevenScore owned by PAG, the Merger
will not affect a change of control of Regnum.
The Merger Agreement provides that all of the options and warrants to acquire,
or instruments convertible into, SevenScore membership interests held by any
person shall, by virtue of the Merger and without any action on the part of the
holder thereof, be converted, share for share, into options and warrants, or
convertible instruments, respectively, of Regnum.
The board of directors of Regnum has unanimously (1) determined that the Merger
Agreement and the transactions contemplated thereby, including the Merger, are
fair to, and in the best interests of, Regnum and its stockholders, and (2)
approved and declared advisable the Merger Agreement and the transactions
contemplated thereby, including the Merger. PAG, the majority shareholder of
Regnum also approved the adoption of the Merger Agreement and the transactions
contemplated thereby, including the Merger.
The board of directors of SevenScore has unanimously (1) determined that the
Merger Agreement and the transactions contemplated thereby, including the
Merger, are fair to, and in the best interests of, SevenScore and its member,
and (2) approved and declared advisable the Merger Agreement and the
transactions contemplated thereby, including the Merger. PAG, the majority
member of SevernScore also approved the adoption of the Merger Agreement and the
transactions contemplated thereby, including the Merger.
The completion of the Merger is subject to satisfaction to submit a Company
Related Action Notification in accordance with Financial Industry Regulatory
Authority (FINRA) Rule 6490 (the "Corporate
Action Notice"). The closing for the transactions contemplated by this Agreement
(the "Closing") shall occur as promptly as practicable following confirmation
from FINRA that it is satisfied with, and has no further comments to, the
Corporate Action Notice, unless the parties agree in writing to another time and
date. The date on which the Closing occurs is referred to herein as the "Closing
Date." On the Closing Date, the parties shall cause the Merger to be consummated
by filing the Certificate of Merger with the Secretary of State of Delaware
pursuant to Title 6, Section 18-209 of the Delaware Laws and the Articles of
Merger with the Secretary of State of the State of Nevada pursuant to Section
92A.200 of Nevada Laws (the "Effective Time").
At the Closing, the parties will terminate the Consulting Agreement, dated April
7, 2021, between Regnum and SevenScore, pursuant to which officers of Regnum
undertook management responsibilities for the operations of SevenScore.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby in this Current Report on Form 8-K is only a summary and
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1
hereto and incorporated by reference herein. It is not intended to provide any
other factual information about Regnum, SevenScore or their respective
subsidiaries and affiliates. The Merger Agreement contains representations and
warranties by each of the parties to the Merger Agreement, which were made only
for purposes of that agreement and as of specified dates. The representations,
warranties and covenants in the Merger Agreement were made solely for the
benefit of the parties to the Merger Agreement, are subject to limitations
agreed upon by the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating contractual risk
between the parties to the Merger Agreement instead of establishing these
matters as facts, as well as by information contained in each party's periodic
reports filed with the SEC, and may be subject to standards of materiality
applicable to the contracting parties that may differ from those applicable to
investors. Investors should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the actual state
of facts or condition of Regnum, SevenScore or any of their respective
subsidiaries or affiliates. Moreover, information concerning the subject matter
of the representations, warranties and covenants may change after the date of
the Merger Agreement, which subsequent information may or may not be fully
reflected in Regnum's public disclosures.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger Agreement, dated May 13, 2021, by and
among Regnum Corp., and SevenScore Pharmaceuticals LLC.
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